A Shareholder Special Resolution is a crucial corporate governance document used when companies need to make significant changes that require shareholder approval beyond a simple majority. Under U.S. law, these resolutions typically require 75% shareholder approval and are commonly used for major corporate actions such as mergers, name changes, or amendments to constitutional documents. The resolution must comply with SEC requirements (for public companies), state corporation laws, and the company's bylaws. Special resolutions are distinct from ordinary resolutions and must be properly documented and filed with relevant authorities.
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1. Header Information: Company name, registration number, and date of resolution
2. Title of Resolution: Clear statement identifying this as a special resolution
3. Notice Statement: Confirmation that proper notice was given as per company bylaws and applicable laws
4. Quorum Statement: Confirmation that required quorum was present for valid resolution
5. Resolution Text: The actual resolution(s) being passed, clearly numbered if multiple items
6. Voting Results: Record of votes for, against, and abstentions
1. Recitals: Background information explaining the context and necessity of the resolution
2. Proxy Details: Information about proxy votes and verification of proxy appointments
3. Conditions Precedent: Any conditions that must be met before the resolution takes effect
1. Attendance Register: List of shareholders present or represented at the meeting
2. Voting Record: Detailed breakdown of votes cast by each shareholder
3. Supporting Documents: Any relevant documents referenced in the resolution including certificates, reports, or valuations
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